Document/ExhibitDescriptionPagesSize 1: 11-K Annual Report by an Employee Stock Purchase, HTML 274K Savings or Similar Plan
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‘11-K’ — Annual Report by an Employee Stock Purchase, Savings or Similar Plan
23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
* All other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted as they are not applicable or not required.
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Verizon Employee Benefits Committee and Plan Participants
Verizon Savings and Security Plan for Mid-Atlantic Associates
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Verizon Savings and Security Plan for Mid-Atlantic Associates (the Plan) as of December 31, 2022 and 2021, the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2022, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining
whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
Net decrease in Plan's interest in Verizon Master Savings Trust
$
(662,138)
Net decrease in Plan's interest in Bell Atlantic Master Trust
(4,449)
Total investment loss
(666,587)
Interest income on notes receivable from participants
4,007
Contributions
Participant
contributions
107,929
Employer contributions
51,304
Total contributions
159,233
Deductions
Benefits paid to participants
326,262
Administrative
expenses
5,533
Total deductions
331,795
Net decrease prior to asset transfers
(835,142)
Assets transferred into Plan from Bell Atlantic Master Trust (See Note 1)
5,412
Net decrease
(829,730)
Net
assets available for benefits
Beginning of year
3,736,787
End of year
$
2,907,057
The accompanying notes are an integral part of these financial statements.
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VERIZON
SAVINGS AND SECURITY PLAN FOR MID-ATLANTIC ASSOCIATES
Notes to Financial Statements
1. Plan Description
The following description of the Verizon Savings and Security Plan for Mid-Atlantic Associates (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description and Plan Document for a complete description of the Plan’s provisions. The Plan is a defined contribution plan subject
to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Eligibility
The Plan provides eligible employees, as defined by the Plan Document, of Verizon Communications Inc. (“Verizon” or “Plan Sponsor”) and certain of its subsidiaries (“Participating Affiliates”) with a convenient way to save for both short-term and long-term needs.
Covered employees are eligible to make before-tax, after-tax or Roth 401(k) contributions or a combination of all three contributions to the Plan and to receive employer-matching contributions upon completion of enrollment in the Plan as soon as practicable following the date of hire. Covered employees in certain bargaining groups who are not eligible to earn pension
benefits and who are employed by Verizon or its Participating Affiliates on the last day of the year in a position subject to a collective bargaining agreement, may receive employer annual discretionary awards (“profit sharing contributions”) under the Plan.
An individual’s active participation in the Plan shall terminate when the individual ceases to be an eligible employee; however, the individual shall remain a participant until the entire account balance under the Plan has been distributed or forfeited.
Participant Accounts
Each participant account is credited with the participant’s contributions, rollovers, employer-matching contributions, profit sharing contributions, and allocations of Plan income. Allocations of Plan income are based on participant account balances. The benefit to which a participant is entitled is the
benefit that can be provided from the participant’s vested account.
Vesting
Participants are always vested in the value of their contributions and earnings thereon. A participant shall be fully vested in the employer-matching and profit sharing contributions allocated to his or her account or Employee Stock Ownership Plan (“ESOP”) account and any income thereon upon completing three years of vesting service or upon death, disability, retirement from Verizon or its Participating Affiliates, attainment of normal retirement age, permanent layoff, temporary layoff that continues for twelve months, or involuntary separation that qualifies for benefits under a separation incentive program. Vesting shall also occur if a participant is hired by an entity subject to the Mandatory Portability Agreement (as defined in the Plan Document) within thirty days after terminating from Verizon.
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Forfeitures
Forfeited balances of terminated participants' non-vested accounts are used to reduce future employer-matching and profit sharing contributions. Forfeitures used to reduce employer-matching contributions totaled $294,195 for the year ended December 31, 2022. At December 31, 2022 and 2021, forfeited non-vested accounts totaled $94,312 and $133,356, respectively.
Contributions
The Plan is funded by employee contributions up to a maximum of 25% of eligible compensation, by profit sharing contributions, and by employer-matching
contributions equal to a percentage of the initial 6% of eligible compensation that the participant contributes to the Plan. The matching contribution percentage is specified by the Plan or the participant’s collective bargaining agreement, as applicable, and different percentages may apply to participants in certain bargaining groups who are not eligible to earn pension benefits. Employees attaining the age of 50 or older can elect to make additional catch-up contributions to the Plan. Contributions are subject to certain Internal Revenue Service (the"IRS") limitations.
The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan at a contribution rate of 6% of eligible compensation unless they affirmatively elect not to participate in the Plan or elect to contribute at a different rate. Contributions for an automatically enrolled participant are invested
in the Target Date Fund that corresponds most closely with the year the participant will turn age 65, the qualified default investment alternative designated by the Plan administrator, until changed by the participant.
Participant contributions may be made on a before-tax, after-tax or Roth 401(k) basis or a combination of all three. Participants direct their contributions into various investment options offered by the Plan.
Employer-matching contributions and profit sharing contributions made in cash are invested in the same investment options as the participant contributions. Profit sharing contributions may also be provided in Verizon shares, as determined by Verizon. The Verizon shares are held by the Plan in a unitized fund, which means participants do not actually own shares of Verizon common stock but rather own an interest in the fund.
There was no profit sharing contribution made for 2022.
Notes Receivable from Participants
The Plan includes a loan provision authorizing participants to borrow an aggregate amount generally not exceeding the lesser of (1) $50,000 or (2) 50% of their vested account balance in the Plan, subject to certain limitations. Loans are generally repaid by payroll deductions. The general term of repayment for loans is a minimum of six months and a maximum of five years (and generally fifteen years for a loan to purchase a principal residence). For loans up to five years, each new loan will bear interest at a rate based upon the prime rate as of the last business day of the calendar month immediately preceding the date the loan is made. Loans for a period of longer than five years shall bear interest at prime rate plus one percentage point. Interest rates for loans outstanding at December 31,
2022 and 2021 were between 3.25% to 10.50%.
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Payment of Benefits
Benefits are payable in a lump sum cash payment or a retired participant can elect, once per year, to take a partial withdrawal. A participant can also elect one of the following optional forms of benefit payment: (1) payment in Verizon shares for investments in the Verizon Company Stock Fund or the ESOP Shares Fund, with the balance in cash; (2) in annual installments in cash of approximately equal amounts to be paid out for a period of 2 to 20 years, as selected by the participant; (3) in monthly or annual installments over a period equal to the life expectancy of the participant;
or (4) for those participants eligible to receive their distribution in installments as described in (2) and (3) above, a pro rata portion of each installment payment in Verizon shares for investments in the Verizon Company Stock Fund or the ESOP Shares Fund, with the balance of each installment in cash.
Administrative Expenses
Plan administrative expenses may include legal, accounting, trustee, recordkeeping, and other administrative fees and expenses associated with maintaining the Plan. Verizon pays for some of the Plan administrative fees, but those fees may be reduced by credits provided by the Plan trustee/record keeper for the net float income it earns with respect to the Plan. Other Plan administrative fees (including loan processing fees) are charged to and reflected in the expense ratios of most of the Plan investment options.
Master
Trusts and Trustees
The Plan holds interests in the net assets of the Verizon Master Savings Trust (“VMST”) and the net assets of the defined contribution accounts in the Bell Atlantic Master Trust ("BAMT"), referred to collectively as the “Master Trusts”.
Fidelity Management Trust Company (“Fidelity”) has been designated as the trustee and record keeper of the VMST and is responsible for the control and disbursement of the funds and portfolios of the Plan. Fidelity is also responsible for the investment and reinvestment of the funds and portfolios of the Plan, except to the extent that it is directed by Verizon Investment Management Corp. (“VIMCO”) or by third-party investment managers appointed by VIMCO.
The BAMT holds specific defined benefit assets and specific defined contribution assets, as well
as one account which is pooled between defined benefit plans and defined contribution plans. For the pooled account, there may be transfers of ownership interest in the account between the defined benefit plans and the defined contribution plans within the BAMT. The transfer of ownership interest is shown on the Statement of Changes in Net Assets Available for Benefits as either Assets transferred into the Plan from the BAMT or Assets transferred out of the Plan to the BAMT. All such transfers are made at the net asset value as calculated by The Bank of New York Mellon (“BNY Mellon”) as the trustee of the BAMT. Effective December 16, 2022, the defined benefit plan component of the pooled account was terminated and the remaining BAMT assets were transferred to other investment options.
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Plan Modification and Plan Termination
The Board of Directors of Verizon may terminate or partially terminate the Plan at any time. By action of its Board of Directors, Verizon also has the right to modify, alter or amend the Plan at any time, subject to collective bargaining requirements. The Verizon Employee Benefits Committee (or the Chairperson thereof) may also make amendments to the Plan that do not materially increase or decrease benefits under the Plan or materially alter the structure of the Plan. The Plan will be amended automatically to incorporate any amendments that result from an agreement between Verizon and a collective bargaining agent representing eligible employees or that are required by the Internal Revenue Service (“IRS”) as a condition to issuance
of a favorable determination letter for the Plan. In the event the Plan terminates, participants will become fully vested in their accounts.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein. Actual results could differ from those estimates.
Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. A participant loan is in default if loan repayments are delinquent beyond the end of the Plan’s grace period. Defaulted loans are treated as an offset distribution or deemed distribution for tax purposes and become taxable income
to the participant in the year in which the default occurs. In the case of an offset distribution, the participant loan balance is reduced and a distribution is recorded on the participant’s account.
Investment Valuation and Income Recognition
The Plan’s interests in the Master Trusts are reported at fair value (except for Fully Benefit-Responsive Investment Contracts (“FBRICs”), which are reported at contract value). The investment in the Master Trusts represents the Plan's interest in the net assets of the Master Trusts. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Statement of Changes in Net Assets Available for Benefits reflects the net increase/(decrease) in the Plan’s interest in the Master Trusts which consists of the realized gains or losses and the unrealized appreciation/ (depreciation) in fair value, or contract value of those investments, as well as interest and dividends earned.
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Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on sales of investments are determined on the basis of average cost. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual
basis. Net appreciation/(depreciation) includes gains and losses on investments bought and sold, as well as held during the year.
3. Investments in Master Trusts
The Plan’s investments are held in the VMST and in the BAMT. The Plan’s participating interests in the investment funds of the Master Trusts are based on account balances of the participants and their elected investment funds. The net assets of the Master Trusts at December 31, 2022 and 2021, respectively, which may include receivables and payables from unsettled
trades, are allocated by assigning to each plan participating in the Master Trusts those transactions that can be specifically identified as related to the plan, such as contributions, benefit payments, and plan-specific expenses. The income and expenses resulting from the collective investments of the Master Trusts’ assets are allocated in proportion to the fair value of the assets assigned to such plan.
On a monthly basis, investments, investment income and expenses are allocated to the Plan in accordance with its specific interests in the Master Trusts. Investment fees are charged against the earnings of the funds and portfolios.
The defined contribution net investments in the BAMT are held in a unitized commingled account measured at NAV per share, as a practical expedient. At December 31, 2021, the net investments held in the
unitized commingled account are reflected as a component of “Investments measured at NAV” presented in the fair value hierarchy table.
The Plan’s interest in the investments in the Master Trusts are reported as “Plan interest in Verizon Master Savings Trust” and “Plan interest in Bell Atlantic Master Trust” in the Statements of Net Assets Available for Benefits. The related investment gains (losses) are reported within “Net increase/(decrease) in Plan's interest in Verizon Master Savings Trust” and “Net increase/(decrease) in Plan's interest in Bell Atlantic Master Trust” in the Statement of Changes in Net Assets Available for Benefits.
Cash receipts and payments derived from investment trades involving foreign currency denominated investments are translated into U.S. dollars at the prevailing exchange rate on the respective transaction date.
Net realized gains and losses on foreign currency transactions, upon disposition of foreign currency denominated investments, arise as a result of fluctuations in foreign exchange rates between the trade and settlement dates and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received.
The foreign exchange effect on foreign currency denominated investments is not segregated from the impact of changes in market prices in the Statement of Changes in Net Assets Available for Benefits.
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The following table presents the net assets of the Master Trusts and the Plan’s interests in the Master Trusts as of December 31,
2022 and 2021 (in thousands), respectively:
Total
investments in the Verizon Master Savings Trust at contract value
$
672,617
$
240,038
$
751,687
$
264,994
Total investments
$
32,678,489
$
2,804,834
$
41,040,026
$
3,628,160
The
total Master Trusts' net depreciation was $7.9 billion for the year ended December 31, 2022. Interest and dividend income for the Master Trusts was $659.3 million for the year ended December 31, 2022.
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4. Fair
Value Measurements
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Inputs to the valuation methodology include
•quoted prices for similar assets or liabilities in active markets;
•quoted
prices for identical or similar assets or liabilities in inactive markets;
•inputs other than quoted prices that are observable for the asset or liability;
•inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specific (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for the investments measured at fair value:
Cash and cash equivalents include short-term investment funds, primarily in diversified portfolios of investment grade money market instruments, and are valued using quoted market prices or other valuation methods. The carrying value of cash equivalents approximates fair value due to the short-term nature of these investments.
Investments in securities traded on national and foreign securities exchanges are valued by the custodian at the last reported sale prices on the last business day of the year or, if no sales were reported on that date, at the last reported bid prices.
Government
obligations, corporate bonds, international bonds and asset-backed securities are valued using matrix prices with input from independent third-party valuation sources. Over-the-counter securities are valued at the bid and ask prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable such as multiple broker quotes.
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Commingled funds not traded on national exchanges are valued by the custodian or fund administrator at their NAV. Commingled funds held by third-party custodians appointed by the fund managers provide the fund managers with a NAV. The fund managers have the responsibility for providing this information to the custodian
of the respective plan. Commingled funds for which fair value is measured using the NAV per share as a practical expedient are not leveled within the fair value hierarchy and are included as a component of the total investments in the Master Trusts.
The accounting records of the Master Trusts are maintained in U.S. dollars. Foreign currency denominated assets and liabilities are translated into U.S. dollars at the prevailing rates of exchange at the end of each accounting period, with the impact of fluctuations in foreign exchange rates reflected as an unrealized gain or loss in the fair value of the investments.
The following table sets forth by level, within the fair value hierarchy, the Master Trusts’ assets measured at fair value as of December 31, 2022 (in thousands):
The Master Trusts did not have any Level 3 assets for the year ended December 31,
2022.
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The following table sets forth by level, within the fair value hierarchy, the Master Trusts’ assets measured at fair value as of December 31, 2021 (in thousands):
The Master Trusts did not have any Level 3 assets for the year ended December 31,
2021.
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5. Redemption Restrictions
The following table summarizes redemption restrictions for investments of the Master Trusts for which fair value is estimated using NAV per share as of December 31,
2022 (in thousands):
Asset Type
Fair Value
Unfunded Commitments
Redemption Frequency
Redemption Notice
Commingled funds:
U.S. equity
securities
$
8,979,019
N/A
Daily
Daily
International equity securities
965,792
N/A
Daily
Daily
U.S. fixed income securities
712,609
N/A
Daily
Daily
Cash
equivalents
1,530,191
N/A
Daily
Daily
Real estate
776,725
N/A
Daily
Daily
Total
$
12,964,336
The
following table summarizes redemption restrictions for investments of the Master Trusts for which fair value is estimated using NAV per share as of December 31, 2021 (in thousands):
Asset Type
Fair Value
Unfunded Commitments
Redemption Frequency
Redemption Notice
Commingled
funds:
U.S. equity securities
$
10,296,346
N/A
Daily
Daily
International equity securities
1,980,797
N/A
Daily
Daily
U.S. fixed income securities
858,773
N/A
Daily
Daily
Cash
equivalents
2,497,903
N/A
Daily
Daily
Real estate
813,391
N/A
Daily
Daily
Total
$
16,447,210
For
a portion of the real estate fund, redemption requests will be scheduled for payment on the next valuation date which is at least three months after receipt of a written request for redemption (last business day of the quarter). Redemption requests are subject to fund management discretion based on cash available to meet redemption requests. In the event total redemption requests exceed the total cash available to honor such requests, available cash will be prorated among the contract-holders eligible for redemption.
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6. Derivatives
In
the normal course of operations, the Master Trusts’ investments may include derivative financial instruments. Derivatives are synthetic instruments used to get various market exposures with limited margin requirements and therefore with leverage risk involved. The notional amounts disclosed in this footnote provide a measure of the Master Trusts’ involvement in such instruments but are not indicative of potential loss. The intent is to use derivative financial instruments to gain market exposure or as economic hedges to manage various risks associated with the Master Trusts’ investments or to express investment managers’ views of future market movements efficiently.
At December 31, 2022 and 2021, the Master Trusts utilized futures, swaps, options, and foreign currency forward contracts
to manage risks such as price risk, interest rate risk and foreign currency exchange rate risk. At December 31, 2022 and 2021, the gross notional value of the derivative instruments was $3.2 billion and $4.7 billion, respectively. At December 31, 2022 and 2021, the fair value of the derivative assets was $20.3 million and $50.8 million, respectively. At December 31, 2022 and 2021, the fair value of derivative liabilities was $23.5 million and $37.5 million, respectively. The total losses for the year ended December 31, 2022 was $10.7 million.
7. Securities
Lending
The Master Trusts maintain Securities Lending Agreements (the “Agreements”) with the custodian, BNY Mellon (“Custodian”). The Agreements permit the Custodian to loan certain domestic and international securities held by the Master Trusts to borrowing counterparties who provide collateral for the loans. There is generally no stated repayment term for such loans and either party can terminate the loans at any time. Upon loan termination, the loan securities are returned to the Master Trusts and the collateral is paid back to the borrowing counterparty.
Risk of credit loss from securities lending is mitigated by obtaining sufficient collateral, transacting only with borrowing counterparties of high credit quality and being indemnified against borrowing counterparty default by the Custodian. During the years ended December 31,
2022 and 2021, the Master Trusts did not experience any losses arising from securities lending transactions.
The securities on loan may be sold at the Master Trusts' discretion, in which case the Custodian will reallocate or recall positions in order to satisfy sale delivery. Securities on loan may not be re-pledged by the Master Trusts.
Securities on loan continue to be recorded as assets in the Master Trusts. The Master Trusts recognize loan collateral, held in separate accounts managed by the Custodian, as an asset and also recognize an equal and offsetting liability, representing their obligation to return the collateral upon termination of the loan. The collateral and offsetting liability are not reflected in the Master Trust listing of investments. Loan collateral can be in the form of cash equivalents or non-cash assets.
Collateral in cash equivalents can be invested and reinvested in approved investments by the Custodian according to guidelines set forth in the Agreements. Non-cash collateral is held in the form received and not subject to investing activities by the Custodian. Collateral received are not sold or pledged as loaned securities. Investment gains are shared amongst the Master Trusts, Custodian and borrowing counterparties based on an agreed allocation. Investment losses, if any, arising from such investing activities are borne by the Master Trusts.
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The required collateral ranges from an amount equal to or greater than 102% to 105% of the fair value of the securities loaned for U.S. and non-U.S. securities, respectively. Additional collateral
is required if the fair value of the borrowed securities increase.
The Master Trusts’ fees earned from these Agreements amounted to approximately $3.9 million for the year ended December 31, 2022. These earnings are included in the total investment income of the Master Trusts.
Total securities on loan were approximately $1.1 billion and $1.3 billion as of December 31, 2022 and 2021, respectively. Total collateral assets and liability to repay borrowing counterparties were each approximately $1.1 billion and $1.3 billion as of December 31, 2022 and 2021, respectively. The percentage of
collateral was approximately 103% of the fair value of securities on loan as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, total fair value of collateral included cash equivalents of $763.3 million and $918.5 million, of which $65.5 million and $81.2 million, respectively, represents the Plan’s estimated allocated interest. Cash equivalents collateral is generally held in U.S. and foreign currency denominations and non-cash collateral is generally held in U.S. and international fixed income securities. Cash equivalents collateral assets are classified as Level 2 fair value measurements.
The Master Trusts hold a portfolio of synthetic investment contracts that meet the criteria of a FBRIC. The underlying investments of the FBRICs are included in the Master Trusts' assets at contract value, which as reported by the insurance companies and banks, was approximately $672.6 million and $751.7 million at December 31, 2022 and 2021, respectively.
The Plan’s share of the total contract
value of the FBRICs was approximately $240 million and $265 million at December 31, 2022 and 2021, respectively, which is reflected in the Statements of Net Assets Available for Benefits. The contract value is the relevant measurement of the FBRICs because it represents the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value of the investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses.
The synthetic investment contracts
held by the Master Trusts include wrapper contracts that provide a guarantee that the credit rate will not fall below zero percent. The wrap contracts are held with insurance companies and banks. In a typical wrap contract, the wrap issuer agrees to pay the fund the difference between the contract value and the fair value of the covered assets once the fair value has been totally exhausted. Though relatively unlikely, this could happen if the fund experiences significant redemptions during a time when the fair value of the fund’s covered assets is below their contract
value and fair value is ultimately reduced to zero. As of December 31, 2022 and 2021, Standard & Poor's rated the issuers of these contracts and the contracts underlying the securities from AA- to A+.
Certain events limit the ability of the Plan to transact at contract value with the issuer. These events include the following: (1) substantive modification of the Plan, including complete or partial plan termination or merger with another plan; (2) any change in law, regulation, or administrative ruling that could have a material adverse effect on the fund’s
cash flow; (3) the Plan’s failure to qualify under section 401(k) of the Internal Revenue Code (the "IRC"); (4) bankruptcy of the Plan Sponsor or other Plan Sponsor events which cause a significant withdrawal from the Plan; and (5) defaults in the debt securities that comprise the covered assets in excess of certain limits. The Plan administrator does not believe the occurrence of any such event is probable at this time.
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In addition, certain events allow the issuer to terminate the contracts with the Plan and settle at an amount different from contract
value. Those events may be different under each contract. Such events may include the following: (1) an uncured violation of the Plan’s investment guidelines; (2) a breach of material obligation under the contract; (3) a material misrepresentation; and (4) a material amendment to the agreements without the consent of the issuer.
9. Related-Party Transactions
VIMCO, an indirect, wholly-owned subsidiary of Verizon, is the investment advisor
for certain investment funds and, therefore, qualifies as a party-in-interest. VIMCO received no compensation from the Plan other than reimbursement of certain expenses directly attributable to its investment advisory and investment management services rendered to the Plan. In addition, certain investments held by the Master Trusts are managed by BNY Mellon, as trustee, and Fidelity, as trustee and record keeper. Therefore, these investments qualify as parties-in-interest transactions. The Plan also allows investment, through a unitized fund, in Verizon common stock, which is a party-in-interest transaction. All of these transactions are exempt from the prohibited transaction rules.
10. Income
Tax Status
The IRS has determined and informed the Plan Sponsor by a letter dated April 30, 2015, that the Plan and related trusts are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified, and the related trusts are tax exempt.
U.S. GAAP requires the Plan's management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has
analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022, there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2019.
11. Risks and Uncertainties
The Plan provides investment options for participants who can invest in combinations of stocks, fixed income securities, and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market, equity price, and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in these financial statements.
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12. Reconciliation of Financial Statements to Form 5500
The following
is a reconciliation of net assets available for benefits per the financial statements at December 31, 2022 and 2021, to Form 5500 (in thousands):
2022
2021
Net assets available for benefits per the financial statements
$
2,907,057
$
3,736,787
Deemed
distributions of participant loans
(3,168)
(3,062)
Net assets available for benefits per Form 5500
$
2,903,889
$
3,733,725
The following is a reconciliation of total deductions per the financial statements for the year ended December 31, 2022, to Form 5500 (in thousands):
Identity
of Issue, Borrower, Lessor, or Similar Party
Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value
Current Value
Notes receivable from participants*
0 - 15 years maturity at 3.25% - 10.50%
$
102,223
* Party-in-interest
Cost
information is not required because investments are participant-directed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Verizon Employee Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
VERIZON SAVINGS AND SECURITY PLAN FOR MID-ATLANTIC ASSOCIATES
